| Thu 26 Apr 2012, 17:55 | | OPT - Optimum Coal Holdings Limited - Salient dates announcement: |
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OPT
OPT
OPT - Optimum Coal Holdings Limited - Salient dates announcement:
Optimum Coal Holdings Limited
(Registration No. 2006/007799/06)
Share Code: OPT
ISIN Code: ZAE000144663
("Optimum" or the "Company")
Piruto B.V.
(incorporated in the Netherlands)
(Registration No. 1610663)
("Piruto")
Lexshell 849 Investments (Proprietary) Limited
(Registration No. 2010/023373/07)
("Lexshell")
SALIENT DATES ANNOUNCEMENT: MANDATORY OFFER FOR THE REMAINING SHARES OF OPTIMUM
COAL HOLDINGS LIMITED, PROPOSAL TO DELIST OPTIMUM FROM THE EXCHANGE OPERATED BY
THE JSE LIMITED ("JSE") AND WITHDRAWAL OF CAUTIONARY ANNOUNCEMENT
Shareholders are referred to the announcement released on SENS on 27 March 2012
and published in the press on 28 March 2012 regarding a mandatory offer (such
offer, the "Mandatory Offer"), in terms of section 123 of the Companies Act, 71
of 2008, as amended, and regulation 86 of the Takeover Regulations, by a
consortium (the "Consortium") comprising of Piruto, a whollyowned subsidiary of
Glencore International AG, and Lexshell, a whollyowned subsidiary of Mr Cyril
Ramaphosa, for the remaining shares in the issued share capital of Optimum for a
cash consideration of R38 per Optimum share.
The combined offer circular in respect of the Mandatory Offer has been
dispatched to shareholders of Optimum today, Thursday, 26 April 2012.
The salient dates and times relating to the Mandatory Offer are as follows:
2012
Posting of combined offer circular to Optimum Thursday, 26 April
shareholders
Opening Date of Mandatory Offer at 09:00 on Monday, 30 April
Last Day to Trade in order to be registered on the Friday, 8 June
Closing Date by 17:00 on
Closing Date of the Mandatory Offer on Friday, 15 June
Offer Record Date, being the time and date on
which Optimum Shareholders must
be recorded on the Register to participate in the
Offer, which is expected to be by 17:00 on Friday, 15 June
Results of the Mandatory Offer released on SENS Monday, 18 June
Results of the Mandatory Offer published in the Tuesday, 19 June
press
Dematerialised Optimum shareholders who accept the Mandatory Offer will have
their accounts at their CSDP or broker updated by no later than the sixth
business day after the date on which the dematerialised Optimum shareholder`s
acceptance of the Mandatory Offer is notified to the transfer secretaries,
Computershare Investor Services (Pty) Ltd ("Computershare").
Certificated Optimum shareholders who accept the Mandatory Offer will have the
offer consideration posted to them or transferred to them by way of electronic
funds transfer within six business days of the date on which their documents of
title and forms of acceptance, surrender and transfer are received by the
transfer secretaries, Computershare.
Notes:
1. The abovementioned dates and times are South African dates and times. All
references to days are to business days.
2. A shareholder of Optimum who has accepted the Mandatory Offer may not
withdraw that acceptance.
3. Optimum shares may not be dematerialised or rematerialised from Monday, 11
June 2012, until the Closing Date on Friday, 15 June 2012, both days inclusive.
4. The above dates and times are subject to amendment by the Consortium with the
prior approval of the Takeover Regulation Panel. Any such amendments will be
released on SENS and published in the press.
PROPOSAL TO DELIST OPTIMUM FROM THE EXCHANGE OPERATED BY THE JSE
The Consortium and the Board of directors of Optimum ("Board") have determined
that, after the implementation of the Mandatory Offer, it will no longer be in
the best interests of Optimum shareholders for the listing of Optimum on the JSE
to be maintained for, inter alia, the following reasons:
the proportion of Optimum shares held by the Consortium, directly and
indirectly, relative to the minority shareholders, and the likely trading
liquidity of the Optimum shares on the exchange operated by the JSE; and
the limited number of Optimum shares held by members of the public.
Accordingly, Optimum shareholders will shortly receive a delisting circular
containing the rationale for, and details of, the proposed termination of the
listing of the Optimum shares from the exchange operated by the JSE. The
delisting circular will contain a notice of meeting of Optimum shareholders that
will be convened for the purpose of considering and passing the resolutions
required to give effect to the termination of the listing of the Optimum Shares
on the JSE. Optimum Shareholders are advised that Optimum has received a ruling
from the JSE stating that the Mandatory Offer constitutes an offer to Optimum
shareholders for the purposes of paragraph 1.14(c) of the JSE Listings
Requirements, on the basis that the Mandatory Offer remains open for acceptance
by Optimum shareholders for at least seven days after the date of the general
meeting of Optimum shareholders referred to above. Accordingly, the Mandatory
Offer may represent the final opportunity for Optimum shareholders to exit their
investment in Optimum before its listing on the exchange operated by the JSE is
terminated. There is no requirement that a further offer be made for the
Optimum shares following the Mandatory Offer.
WITHDRAWAL OF CAUTIONARY ANNOUNCEMENT
Further to the cautionary announcement released on SENS on 27 March 2012,
Optimum shareholders are advised that caution is no longer required to be
exercised when dealing in their Optimum shares as the Independent Committee of
the Board has communicated its views to shareholders in the combined offer
circular which contains full details of the Mandatory Offer.
Johannesburg
26 April 2012
Sponsor to Optimum
Rand Merchant Bank (a division of First Rand Bank Limited)
Financial Adviser to Glencore
Bank of America Merrill Lynch
Legal Adviser to Glencore
Werksmans Attorneys
Legal Adviser to Lexshell
Edward Nathan Sonnenbergs
Date: 26/04/2012 17:55:06 Produced by the JSE SENS Department.
The SENS service is an information dissemination service administered by the
JSE Limited (`JSE`). The JSE does not, whether expressly, tacitly or
implicitly, represent, warrant or in any way guarantee the truth, accuracy or
completeness of the information published on SENS. The JSE, their officers,
employees and agents accept no liability for (or in respect of) any direct,
indirect, incidental or consequential loss or damage of any kind or nature,
howsoever arising, from the use of SENS or the use of, or reliance on,
information disseminated through SENS.
